NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

There are no potential conflicts of interest for the corporate officers and directors between their duties to Neopost and other interests or duties to which they may be bound.

No arrangements or agreements have been made with the principal shareholders, customers, suppliers or other parties, by virtue of which any of the corporate officers has been selected as a member of an administrative, management or supervisory body or as a member of the general management.

Gender equality and diversity on the Board

Indicator

2017

2016

Non-French national directors

2

3

% non-French nationals

22%

30%

Number of women

4*

3*

% women

44%

30%

*

As at 31 January 2018.

The majority of Board members have extensive international experience. 22% are non-French nationals. Each director contributes to the Board's diversity through their range of different experience and expertise. Four of the nine Board members are women, bringing their current representation to 44%. Training and orientation of new directors When taking up office and to facilitate a smooth transition as a Board member, all new directors receive the documentation required to perform their duties. These include the Company’s articles of association, the by-laws of the Board and its committees, the stock market code of ethics (to be signed) together with the annual calendar of authorization periods to trade on Neopost's securities, the annual schedule of Board and committee meetings, the date of the Annual General Meeting and the most recent registration document.

In addition, each new director meets with the Group's senior managers to gain a deeper knowledge of the Company, its businesses and markets. In January each year, the directors attend a special Board meeting on strategy. During this special “strategy session”, management presents a number of topics for discussion concerning future strategy, the general activities of the various departments, new products (especially those that constitute a change of strategy for the Group) and new acquisitions. This year, three additional meetings were included in the “strategic sessions” to provide a more detailed presentation of the various departments. Each new director is also registered with the French Institute of Directors (IFA).

All directors receive the press releases issued by the Group.

Work of the Board of directors

In the year ended 31 January 2018, the nine members of the Board of directors met seven times with a global attendance rate of 89.5%. On average, the meetings lasted four hours.

Directors' participation at Board meetings in 2017/2018:

Attendance rate

Number of meetings

Denis Thiery

100%

7/7

Éric Courteille

100%

7/7

Virginie Fauvel

100%

7/7

Cornelius Geber

67%

2/3

William Hoover Jr (a)

71%

5/7

Vincent Mercier

100%

7/7

Catherine Pourre (a)

71%

5/7

Hélène Boulet-Supau

100%

7/7

Richard Troksa

100%

7/7

Jean-Paul Villot

75%

3/4

Nathalie Wright

100%

3/3

These directors had long standing commitments notably with other directorships. (a)

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REGISTRATION DOCUMENT 2017 / NEOPOST